Articles of Incorporation – Sony
(TRANSLATION)ARTICLES OF INCORPORATIONSONY
CORPORATION
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Enacted: |
April 19, 1946 |
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Amended: |
August 3, 1946 |
June 29, 1962 |
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November 20, 1946 |
December 27, 1962 |
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May 27, 1947 |
December 27, 1966 |
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June 30, 1947 |
December 26, 1970 |
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November 22, 1947 |
June 29, 1971 |
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May 3, 1948 |
June 29, 1972 |
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August 30, 1948 |
December 26, 1974 |
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March 4, 1950 |
January 30, 1976 |
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May 27, 1950 |
January 28, 1982 |
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November 25, 1950 |
January 28, 1983 |
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June 23, 1951 |
January 30, 1987 |
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November 30, 1951 |
June 27, 1991 |
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February 10, 1953 |
June 29, 1994 |
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June 26, 1954 |
June 27, 1997 |
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June 25, 1955 |
June 26, 1998 |
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June 25, 1956 |
June 29, 1999 |
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December 24, 1956 |
June 29, 2000 |
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June 24, 1957 |
January 25, 2001 |
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December 25, 1957 |
June 20, 2002 |
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December 23, 1958 |
June 20, 2003 |
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June 30, 1959 |
June 22, 2004 |
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December 26, 1959 |
June 22, 2005 |
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June 25, 1960 |
June 22, 2006 |
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June 5, 1961 |
June 19, 2009 |
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June 29, 1961 |
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December 26, 1961 |
(TRANSLATION)ARTICLES OF INCORPORATION
OF
SONY CORPORATION
(Sony Kabushiki Kaisha)CHAPTER IGENERAL
PROVISIONS
| Article 1. | (Trade Name) |
The name of the Corporation shall be “Sony Kabushiki Kaisha” and in
English translation it shall be “SONY CORPORATION”.
| Article 2. | (Company with Committees) |
The Corporation, being a company with committees shall have the Board of
Directors, Committees and Accounting Auditors.
| Article 3. | (Location of the Head Office) |
The head office of the Corporation shall be located at Minato-ku, Tokyo,
Japan.
| Article 4. | (Purpose) |
The purpose of the Corporation shall be to engage in the following
business activities:
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(1) |
Manufacture and sale of electronic and electrical machines and equipment; |
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(2) |
Manufacture and sale of medical instruments, optical instruments and other |
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(3) |
Planning, production and sale of audio-visual software; |
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(4) |
Planning, production and sale of computer software programs; |
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(5) |
Manufacture and sale of metal industrial products, chemical industrial |
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(6) |
Manufacture and sale of textile products, paper products and wood-crafted |
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(7) |
Manufacture and sale of transportation machines and equipment and petroleum |
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(8) |
Real estate activities, construction business, transportation business and |
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(9) |
Publishing business and printing business; |
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(10) |
Advertising agency business, insurance agency business, broadcasting |
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(11) |
Financial business; |
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(12) |
Type I and Type II telecommunications business under the Telecommunications |
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(13) |
Investing in stocks and bonds, etc.; |
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(14) |
Manufacture, sale, export and import of products which are incidental to or |
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(15) |
Rendering of services related to those mentioned in the preceding items; |
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(16) |
Investment in businesses mentioned in the preceding items operated by other |
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(17) |
All businesses which are incidental to or related to those mentioned in the |
| Article 5. | (Method of Public Notice) |
The method of public notices of the Corporation shall be electronic
public notices; provided, however, that if the Corporation is unable to give an
electronic public notice because of an accident or any other unavoidable reason,
public notices of the Corporation may be given in the Nihon Keizai Shimbun.
CHAPTER II SHARES
| Article 6. | (Total Number of Shares Authorized to be Issued) |
The total number of shares authorized to be issued by the Corporation
shall be three billion six hundred million (3,600,000,000) shares.
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| Article 7. | (Number of Shares Constituting One Full Unit of Stock) |
The number of shares constituting one full unit of stock shall be one
hundred (100).
| Article 8. | (Request for the Sale of Shares Constituting Less Than One Full Unit) |
A shareholder holding shares constituting less than one full unit may
request the Corporation to sell to the shareholder such amount of shares which
will, when added together with the shares constituting less than one full unit,
constitute one full unit of stock.
| Article 9. | (Transfer Agent) |
1. The Corporation shall appoint a transfer agent. The transfer agent
and its handling office shall be designated by a resolution of the Board of
Directors of the Corporation or a determination of the Corporate Executive
Officer to whom the determination has been delegated by a resolution of the
Board of Directors of the Corporation and public notice thereof shall be given
by the Corporation. 2. The register of shareholders and the register of
stock acquisition rights of the Corporation shall be kept at the handling office
of the transfer agent. The Corporation shall cause the transfer agent to handle
the business pertaining to shares and stock acquisition rights, such as entry
(including digital entry; hereinafter the same interpretation being applicable)
into the register of shareholders and the register of stock acquisition rights,
and purchase and sale of shares constituting less than one full unit, etc. The
Corporation itself shall not handle the above matters directly.
| Article 10. | (Share Handling Regulations) |
The business pertaining to shares and stock acquisition rights of the
Corporation shall be governed by, in addition to these Articles of
Incorporation, the Share Handling Regulations adopted or amended by a resolution
of the Board of Directors of the Corporation or the Corporate Executive Officer
to whom the adoption or amendment has been delegated by a resolution of the
Board of Directors of the Corporation. CHAPTER III
GENERAL MEETINGS OF SHAREHOLDERS
| Article 11. | (Convocation) |
The ordinary general meeting of shareholders shall be convened within
three months after the end of each business year, and an extraordinary general
meeting of shareholders may be
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convened whenever necessary in accordance with a resolution of the Board of
Directors of the Corporation.
| Article 12. | (Record Date of Ordinary General Meetings of Shareholders) |
The Corporation shall deem any shareholder having voting rights, as
appearing on the register of shareholders as of the end of the business year, to
be a shareholder who is entitled to exercise voting rights at the ordinary
general meeting of shareholders for that business year.
| Article 13. | (Convocation of Meetings and Chairman) |
The Director who is concurrently in office as a Corporate Executive
Officer, as so determined in advance by a resolution of the Board of Directors
of the Corporation, shall convene the general meetings of shareholders and act
as the chairman thereof. When such Director is unable to act, another Director
concurrently in office as a Corporate Executive Officer, who is designated in
accordance with an order of priority determined in advance by a resolution of
the Board of Directors of the Corporation, shall convene such general meetings
and act as the chairman thereof.
| Article 14. | (Disclosure of Reference Documents for General Meetings of Shareholders, Etc. through the Internet) |
Upon convening a general meeting of shareholders, it may be deemed that
the Corporation has provided the shareholders with necessary information that
should be described or indicated in the reference documents for the general
meeting of shareholders, business reports, non-consolidated financial
statements, and consolidated financial statements, on the condition that such
information is disclosed through the Internet in accordance with the Ministry of
Justice Ordinance.
| Article 15. | (Method of Adopting Resolutions) |
1. Except as otherwise provided by law or by these Articles of
Incorporation, all resolutions of a general meeting of shareholders shall be
adopted by a majority of votes held by the attending shareholders entitled to
exercise their voting rights. 2. Resolutions provided for in Article 309,
Paragraph 2 of the Companies Act may be adopted by not less than two-thirds of
the votes held by the attending shareholders who hold not less than one-third of
the votes of shareholders entitled to exercise their voting rights.
| Article 16. | (Exercise of Voting Rights by Proxy) |
When a shareholder or its legal representative is not able to attend a
general meeting of shareholders personally, he may entrust his voting rights to
an attending shareholder who has
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voting rights. However, a document evidencing the authority of a proxy must
be filed with the Corporation.
| Article 17. | (Adjournment or Change of Location of the Meeting) |
The chairman, in accordance with a resolution adopted at a general
meeting of shareholders, may adjourn, or change the location of the meeting.
| Article 18. | (Minutes) |
The substance of the proceedings at a general meeting of shareholders
and the results thereof, as well as other matters provided for in laws and
regulations, shall be recorded in the minutes, and the chairman, other Directors
and Corporate Executive Officers present shall inscribe their names and affix
their seals thereon or put their electronic signature thereon. CHAPTER
IV DIRECTORS, BOARD OF DIRECTORS AND COMMITTEES
| Article 19. | (Election of Directors) |
1. Directors shall be elected at the general meetings of shareholders.
2. In order to adopt a resolution for the election of Directors, the
attendance of shareholders holding not less than one-third of the voting rights
of shareholders entitled to exercise their voting rights shall be required.
3. With respect to resolutions for the election of Directors, no
cumulative voting shall be used.
| Article 20. | (Term of Office of Directors) |
1. The term of office of a Director shall expire at the conclusion of
the ordinary general meeting of shareholders held with respect to the last
business year ending within one year after his or her election. 2. The
term of office of a Director elected to fill a vacancy or to increase the number
of Directors shall be the same as the remaining term of office of the other
Directors then in office.
| Article 21. |
(Limitation of Liabilities of Directors and Liability Limitation |
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1. The Corporation may, by a resolution of the Board of Directors of
the Corporation, exempt Directors from their liabilities provided for in
Article 423, Paragraph 1 of the Companies Act, to the extent permitted by law.
2. The Corporation may enter into a liability limitation agreement with
outside Directors, which shall limit the maximum amount of their liabilities
provided for in Article 423, Paragraph 1 of the Companies Act to the higher of
either thirty million yen (30,000,000 yen) or an aggregate sum of the amounts
prescribed in each item of Article 425, Paragraph 1 of the Companies Act.
| Article 22. | (Board of Directors) |
1. The Directors of the Corporation shall constitute the Board of
Directors of the Corporation. 2. The Board of Directors of the Corporation
shall make decisions concerning the affairs of the Corporation as provided by
law and by these Articles of Incorporation, as well as all other important
affairs of the Corporation, and supervise the performance of the duties of the
Directors and Corporate Executive Officers.
| Article 23. | (Holding of Meetings of the Board of Directors) |
Meetings of the Board of Directors of the Corporation shall be either of
ordinary or extraordinary meetings. Ordinary meetings of the Board of Directors
of the Corporation shall be held at least once every three months, while
extraordinary meetings of the Board of Directors of the Corporation shall be
held whenever necessary.
| Article 24. | (Notice of Convocation of the Board of Directors) |
Notice of a meeting of the Board of Directors of the Corporation, giving
the date, location and agenda, shall be sent to each Director at least five days
prior to the meeting; provided, however, that in case of urgency, such period
may be shortened.
| Article 25. | (Method of Adopting Resolutions of the Board of Directors) |
1. Resolutions of the Board of Directors of the Corporation shall be
adopted by a majority of the Directors present, which present Directors shall
constitute, in number, a majority of the total number of Directors entitled to
vote. 2. Notwithstanding the preceding paragraph, in accordance with
Article 370 of the Companies Act, the Corporation may deem that the matters to
be resolved by the Board of Directors are adopted by a resolution of the Board
of Directors when all the Directors unanimously express their agreement to such
matters.
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| Article 26. | (Minutes of the Board of Directors) |
The substance of the proceedings of a meeting of the Board of Directors
of the Corporation and the results thereof, as well as other matters provided
for in laws and regulations, shall be recorded in the minutes, and the attending
Directors shall inscribe their names and affix their seals thereon or put their
electronic signatures thereon.
| Article 27. | (Nominating Committee, Audit Committee and Compensation Committee) |
Each of the Nominating Committee, the Audit Committee and the
Compensation Committee shall make decisions on the matters prescribed by law,
and respectively shall exercise their power and authority which are required in
performing their respective business.
| Article 28. | (Organization of Each Committee) |
1. Each Committee shall consist of three (3) or more Directors, a
majority of whom shall be outside Directors; provided, however, that a Director
who is a member of the Audit Committee shall not concurrently be in office as a
Corporate Executive Officer, a Director who operates the business, an Accounting
Counselor (kaikeisanyo), a general manager (shihainin) or any other employee of
the Corporation or any of its subsidiaries. 2. Directors who are to be
members of any Committee shall be determined by a resolution of the Board of
Directors of the Corporation. CHAPTER V CORPORATE
EXECUTIVE OFFICERS
| Article 29. | (Election of Corporate Executive Officers) |
Corporate Executive Officers shall be appointed by a resolution of the
Board of Directors of the Corporation.
| Article 30. | (Term of Office of Corporate Executive Officers) |
1. The term of office of a Corporate Executive Officer shall expire at
the conclusion of the first meeting of the Board of Directors of the Corporation
that is convened immediately after the conclusion of the ordinary general
meeting of shareholders held with respect to the last business year ending
within one year after his or her election. 2. The term of office of a
Corporate Executive Officer elected to fill a vacancy or to increase the number
of Corporate Executive Officers shall be the same as the remaining term of
office of the other Corporate Executive Officers then in office.
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| Article 31. | (Representative Corporate Executive Officers) |
Corporate Executive Officers who shall represent the Corporation shall
be appointed by a resolution of the Board of Directors of the Corporation.
| Article 32. | (Limitation of Liabilities of Corporate Executive Officers) |
The Corporation may, by a resolution of the Board of Directors of the
Corporation, exempt Corporate Executive Officers from their liabilities provided
for in Article 423, Paragraph 1 of the Companies Act, to the extent permitted by
law. CHAPTER VI ACCOUNTS
| Article 33. | (Business Year) |
The business year of the Corporation shall commence on April 1 of each
year and shall end on March 31 of the next following year.
| Article 34. | (Dividends from Surplus) |
1. The Corporation may determine the matters provided for in each item
of Article 459, Paragraph 1 of the Companies Act by a resolution of the Board of
Directors without a resolution of a general meeting of shareholders.
2. The Corporation may make distribution of surplus in cash (hereinafter
referred to as the “Dividends”) to shareholders or registered share pledgees
whose names appear on the register of shareholders as of the close of March 31
or September 30 of each year.
| Article 35. | (Expiration Period) |
In case Dividends shall not be received within five (5) years after the
due date of each payment, the Corporation shall be relieved of the obligation
for the payment thereof. Dividends payable shall bear no interest.
| Article 36. | (Conversion of Convertible Debentures and Dividends) |
1. With respect to the calculation of the first Dividends to be paid on
shares issued upon conversion of convertible debentures, such conversion shall
be deemed to have occurred at the beginning of the business year in which the
conversion was applied for.
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2. For purposes of applying the preceding paragraph, the period from
April 1 to September 30 of the same year and the period from October 1 to
March 31 of the next following year, shall be deemed business years,
respectively. CHAPTER VII MISCELLANEOUS
PROVISIONS
| Article 37. | (Transitional Measures for Limitation of Liabilities of Directors, Statutory Auditors and Corporate Executive Officers) |
1. The Corporation may, by a resolution of the Board of Directors of
the Corporation, exempt Directors from their liabilities arising in connection
with the actions provided for in Article 266, Paragraph 1, Item 5 of the
Commercial Code, not as amended (hereinafter referred to as the “Old Commercial
Code”) by the Law for Maintenance, Etc. of Relevant Laws Relating to the
Enforcement of the Companies Act (Law No. 87, 2005; hereinafter referred to as
the “Maintenance Law”) that occurred prior to the close of the 86th ordinary
general meeting of shareholders, to the extent permitted by law. 2. The
Corporation may, by a resolution of the Board of Directors of the Corporation,
exempt Statutory Auditors from their liabilities under the Old Commercial Code
arising prior to the close of the 86th ordinary general meeting of shareholders,
to the extent permitted by law. 3. The Corporation may, by a resolution of
the Board of Directors of the Corporation, exempt Directors and Corporate
Executive Officers from their liabilities arising from actions set forth in
Article 21-17, Paragraph 1 of the Law for Special Exceptions to the Commercial
Code Concerning Audits, Etc. of Kabushiki-kaisha, which actions are taken prior
to the enactment of the Maintenance Law, to the extent permitted by law. 9
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